HANDLE YOUR CORPORATE MATTERS IN SINGAPORE
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Add, remove and replace director(s)
Amendment of the Articles of Association
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Corporate Secretary in Singapore
Handle your corporate matters smoothly thanks to our digital company secretary service at pre-fixed prices and get access to our expert lawyers for value-added corporate work. To access this service, you simply have to create your company profile. The company profile is automatically created for new companies registered through Belaws.
What are the duties of a Corporate Secretary in Singapore?
By law, it is mandatory for each company to have a local Corporate Secretary in Singapore. The Corporate Secretary tracks changes of the company’s structure, compiles papers and reports to the government.
A Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors. Our Corporate Secretary services include:
• The preparation and filing of Annual Return;
• Filing of notice of change in particulars of Company Secretary and Director.
If your company is already registered, you can appoint us as corporate secretary to benefit from our digital corporate services. We will liaise with your current corporate secretary to ensure a smooth transition.
How to open a Bank Account in Singapore?
Bank Account Opening
Opening a bank account in Singapore is necessary to run your business. We collaborate closely with OCBC, DBS and UOB in Singapore as well as with some digital banks.
Our service consists of the selection of the appropriate bank, the presentation of all requested information for due diligence and KYC procedure, supportive documents and a detailed explanation of the project to the banker(s), in order to obtain a pre-approval of processing and the organization of the meeting for the signature of bank forms by authorized signatorie(s) and UBO(s) and to get the account operational.
The whole process to open a bank account in Singapore usually takes around 3 weeks.
How to register for the GST in Singapore?
The GST rates in Singapore is 7% and applies to all sales of goods and services. It is similar to the VAT in other countries. The GST Registration is mandatory when the company’s taxable turnover exceeds SGD 1 million. If the taxable turnover does not exceed SGD 1 million, you may still choose to voluntarily register for GST after careful consideration.
How to obtain an employment pass in Singapore?
The Employment Pass is compulsory for foreign professionals, managers and executives to work in Singapore. The Employment Pass allows foreigners to be appointed as resident director of a company in Singapore.
Our services consist of preparing the necessary documents and assisting you in obtaining one Employment Pass. Our immigration expert will advise you depending on your specific situation.
How to obtain a dependant pass in Singapore?
Dependant Pass Application
The Dependant Pass allows spouses and children of Employment Pass holders to join them in Singapore.
A Dependant Pass can be applied by an Employment Pass or S Pass holder who (i) earns at least a fixed monthly salary of SGD 6,000 and (ii) is sponsored by an established company in Singapore.
Minutes of Board of Directors
It is essential that company directors organize regular board meetings and record important business decisions, progress and future plans as a referent point.
The Companies Act requires that minutes of all board meetings are to be kept in books within one month of the meeting by the company secretary.
Recording board meeting minutes using a specified format also serves as legal protection as the board of directors has legal and fiduciary duties.
When selling a company or raising funds, a well-organized set of regular minutes detailing the strategy and main decisions taken during the course of business will help passing the due diligence.
Annual General Shareholders’ Meeting
In Singapore all companies are required to hold an Annual General Meeting (AGM) within a period of 18 months from the incorporation date at their financial year end (FYE) and subsequently on an annual basis.
The company secretary is required to prepare any necessary documentation for the AGM. The minutes of the AGM must be recorded in writing and signed by the board of directors.
The agenda of an AGM may include the following topics:
• Present the financial statements to the shareholders
• To consider and approve of the previous year’s financial statements and profit distribution
• To consider and recommend the rotation of members of the board of directors
• To consider and approve the appointment of auditor for the previous year and fix the remuneration thereof
The date of the AGM is declared to ACRA when the company’s annual return is filed.
Extraordinary General Shareholders’ Meeting
By law, there are two types of shareholders’ resolutions: an ordinary resolution and a special resolution. The ordinary resolutions are the decisions made in any shareholders’ meeting unless the law specifies that such decision requires a special resolution. The ordinary resolutions are taken at the simple majority of votes (more than half of the votes) unless specified otherwise in the Articles of Association of the company.
The extraordinary meeting is held for the shareholders to pass special resolutions as required by law:
• Amending the Memorandum of Association or the Articles of Association;
• Increasing the capital by issuing new shares;
• Issuing new shares paid other than in cash;
• Decreasing the capital;
• Dissolving the company; and
• Merging the company.
The special resolutions are taken at the qualified majority of votes (more than three-fourths of the votes).
How to change the shareholders in Singapore?
Change of the Company’s Shareholders Structure
By law, a company must have at least one shareholder. A shareholder can hold only one share in the company to meet this requirement.
If a shareholder intends to transfer his shares to a third party, he would need to sign a share transfer instrument and inform the company’s board of directors of such transfer to obtain their approval.
Upon the execution of the share transfer instrument, the transferee will be required to pay 0.2% stamp duties with the Inland Revenue Department based on the higher amount whether the purchase price or net asset value of the shares. The company secretary will then issue the new share certificate to the transferee.
A new shareholder may be appointed at any time, by increasing the company’s share capital and issuing new shares against a consideration. Such a transaction may be formalized by an agreement between the company and the incoming shareholder. A proposition of the board of directors and approval of the current shareholders will be required. The company secretary will then issue the new share certificate to the new shareholder.
All companies in Singapore must have an accurate register of shareholders. The Company secretary will lodge all changes in the shareholding to ACRA which will issue an updated BizFile of the company.
How to change directors in Singapore?
Change of the Company’s Board of Directors
By law, a company must have at least one director who is a Singapore resident. The change in the board of directors (add a new director, remove a director or replace a director) requires a resolution in a shareholders’ meeting. Under the Companies Act, a director may resign if there is still at least one director who is an ordinary resident of Singapore.
Once the meeting is held, the change in the board of directors must be registered with ACRA within 14 days from the meeting date. The existing (or former) director(s) of the company and the new director(s) would be required to sign documents.
The dismissal of a director from the board may be due to the (i) completion of the term, (ii) a resolution of the shareholders’ meeting or (iii) a resignation of the director.
How to change the registered address of a company in Singapore?
Change of the Company’s Registered Address
Companies are required to have a local registered address in Singapore where the company folder, statutory documents are kept. It is usually the address of the appointed company secretary, but it could be your office in Singapore.
The change of the registered address has to be taken by a directors’ resolution and the change must be notified with ACRA. The change will also need to be updated with the banks and other official documents of the company which contain the registered address.
How to change the name of a company in Singapore?
Change of the Company’s Name
The change of a company’s name must be approved by ACRA and a special resolution of the company.
A name reservation must be requested to ACRA. After approbation of the application, the ACRA will reserve the proposed name for 60 days. The company name change will be updated after the resolution signed by the shareholders has been filed with ACRA. Then, a notice of incorporation under your company’s new name will be issued for the change of name to become effective.
The change will also need to be updated with the banks and other official documents which contain the name of the company.
How to change the capital of a Company in Singapore?
Change of the Company’s Registered Capital
The capital of the company can be increased any time after the incorporation. By law, an extraordinary shareholders’ meeting must be held to approve such capital increase.
Generally, the paid-up capital is increased by the issuance of new shares that can be bought by the existing shareholders of the company or new shareholders. It is important to check the articles of association and shareholders’ agreement as those documents often specify special rules to follow to increase capital and issue new shares.
The company secretary, upon receiving the proof of capital injection, has to prepare the resolutions to issue and allot the new shares. The increase of capital will have to be lodged with ACRA within 14 days after the payment. Then an updated company profile showing the amended paid-up capital will be issued.
By law, an extraordinary shareholders’ meeting must be held to approve such capital decrease.
As the share capital of the company offers the only security to creditors, the board of directors must declare by a solvency statement that (i) the company is able to pay its debts within the period of 12 months and (ii) the value of the company’s assets is not less than the value of its liabilities.
Once the shareholders’ meeting is held and the documentation prepared by the company secretary, the capital decrease must be lodged with ACRA. Then an updated company profile showing the capital decrease will be issued.
Change of Company’s Business Activity
At the incorporation, the company must file a Singapore Standard Industrial Classification (SSIC) code corresponding to its business activity, with ACRA. The application for permit or licenses may require the right SSIC code.
If after the registration the business activity changes, a notice must be submitted with ACRA to update the right SSIC code within 14 days.
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